EXHIBIT 99.1
VOTING AGREEMENT
----------------
This VOTING AGREEMENT (this "Agreement") is made and entered into
as of
May 2, 2007, by and among INVENSYS SYSTEMS, INC., a Massachusetts
corporation
("Parent"), SIDUS ACQUISITION CORP., a Delaware corporation and
wholly-owned
subsidiary of Parent ("Merger Sub"), each undersigned stockholder
(each, a
"Stockholder") of CIMNET, INC., a Delaware corporation (the
"Company"), and,
solely for the purposes of Section 4.3 hereof, the Company.
Capitalized terms
used and not otherwise defined herein shall have the respective
meanings set
forth in the Merger Agreement (defined below).
W I T N E S S E T H:
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as of
even
date herewith, by and among Parent, Merger Sub and the Company (the
"Merger
Agreement"), Parent has agreed to acquire the outstanding capital
stock of the
Company pursuant to a statutory merger of Merger Sub with and into
the Company
in which outstanding shares of capital stock of the Company will be
converted
into the right to receive, in the aggregate, the Total Merger
Consideration;
WHEREAS, as a condition to the willingness of Parent and Merger Sub
to
enter into the Merger Agreement and as an inducement and in
consideration
therefor, each Stockholder has agreed to enter into this Agreement;
and
WHEREAS, each Stockholder is the record and legal owner of that
number
of shares of common stock, par value $0.0001 per share ("Common
Stock") of the
Company set forth opposite such Stockholder's name on Exhibit A
hereto (the
"Shares") (such Shares, together with any New Shares (as defined in
Section
1.2), being referred to herein as the "Subject Shares").
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements herein contained, and intending to be
legally bound
hereby, the parties hereby agree as follows:
1.
Agreement to Retain Subject Shares.
----------------------------------
1.1 Prior to
the Expiration Date (as defined below), each
Stockholder agrees not to: (a) transfer, assign, sell, gift-over,
pledge or
otherwise dispose of, or consent to any of the foregoing, any or
all of the
Subject Shares or any right or interest therein ("Transfer"); (b)
enter into any
contract, option or other agreement, arrangement or understanding
with respect
to any Transfer; (c) grant any proxy, power-of-attorney or other
authorization
or consent with respect to any of the Subject Shares (other than
the proxy
contemplated in Section 3 herein); or (d) deposit any of the
Subject Shares into
a voting trust, or enter into a voting agreement or arrangement
with respect to
any of the Subject Shares. As used herein, the term "Expiration
Date" shall mean
the earlier to occur of (x) the Effective Time, or (y) termination
of the Merger
Agreement in accordance with the terms thereof.
<PAGE>
1.2 "New
Shares" means:
(a) any shares
of capital stock or voting securities of
the Company that a Stockholder purchases or with respect to which
such
Stockholder otherwise acquires beneficial ownership (whether
through the
exercise of any options, warrants or other rights to purchase
shares of Common
Stock or otherwise) after the date of this Agreement and prior to
the Expiration
Date; and
(b) any shares
of capital stock or voting securities of
the Company that a Stockholder becomes the beneficial owner of as a
result of
any change in Common Stock by reason of a stock dividend, stock
split, split-up,
recapitalization, reorganization, business combination,
consolidation, exchange
of shares, or any similar transaction or other change in the
capital structure
of the Company affecting the Common Stock.
2.
Agreement to Vote Subject Shares and Take Certain Other
Action.
2.1 Prior to
the Expiration Date, at every meeting of the
stockholders of the Company, however called, or in connection with
any written
consent of the stockholders of the Company at which any of the
following matters
is considered or voted upon, and at every adjournment or
postponement thereof,
each Stockholder shall vote or cause to be voted his/her Subject
Shares:
(a) in favor
of the Merger, the adoption of the Merger
Agreement and the transactions contemplated thereby;
(b) against
approval of any proposal made in opposition
to or competition with consummation of the Merger;
(c) against
any Takeover Proposal from any party other
than Parent or an Affiliate of Parent;
(d) against
any extraordinary corporate transaction
(other than the Merger), such as a merger, consolidation, business
combination,
tender or exchange offer, reorganization, recapitalization, sale,
lease or
transfer of a material amount of the assets or securities of the
Company (other
than in connection with the Merger);
(e) against
any proposal or action which could reasonably
be expected to, impede, frustrate, prevent, prohibit, delay or
discourage any of
the transactions contemplated by the Merger Agreement;
(f) against
any amendment of the Company Certificate or
the Company By-laws, which has the effect of or which could
reasonably be
expected to impede, frustrate, prevent, prohibit, delay or
discourage any of the
transactions contemplated by the Merger Agreement; and
(g) against
any dissolution, liquidation or winding up of
the Company.
2
<PAGE>
2.2 Prior to the
Expiration Date, each Stockholder, as the holder
of the Subject Shares set forth opposite his/her name on Exhibit A
hereto, shall
be present, in person or by proxy, at all meetings of stockholders
of the
Company at which the matters referred to in Section 2.1 are to be
voted upon so
that all Subject Shares are counted for the purposes of determining
the presence
of a quorum at such meetings.
2.3 Between
the date of this Agreement and the Expiration Date,
each Stockholder agrees not to, and will not permit any entity
under such
Stockholder's control (other than the Company) to, (a) solicit
proxies or become
a "participant" in a "solicitation" (as such terms are defined in
Rule 14A under
the Exchange Act) with respect to an Opposing Proposal (as defined
below) or (b)
initiate a stockholders' vote with respect to an Opposing Proposal
or (c) become
a member of a "group" (as such term is used in Section 13(d) of the
Exchange
Act) with respect to any voting securities of the Company with
respect to an
Opposing Proposal. For purposes of this Agreement, the term
"Opposing Proposal"
means any of the actions or proposals described in clauses (b)
through (g) of
Section 2.1; provided, however, that notwithstanding anything to
the contrary
contained herein, at any time prior to the Expiration Date, each
Stockholder and
his/her Representatives shall be permitted to participate in any
discussions or
negotiations with any Person regarding an Opposing Proposal to the
extent that
(x) such Stockholder's participation is requested by the Company,
and (y) such
discussions or negotiations, if conducted by the Company, would
then be
permitted under the terms of the Merger Agreement. For purposes of
this
Agreement, the term "Representative" means each agent and
representative
(including without limitation any investment banker, financial
advisor,
attorney, accountant or other representative retained by or acting
on behalf of
any Stockholder).
2.4 Nothing in
this Agreement shall limit or restrict any
Stockholder from (a) taking any action in such Stockholder's
capacity as a
director of the Company, to the extent applicable, or (b) voting,
in such
Stockholder's sole discretion, on any matter other than the matters
referred to
in Section 2.1 of this Agreement.
3.
Grant of Irrevocable Proxy Coupled with an Interest.
---------------------------------------------------
3.1 Each
Stockholder hereby revokes any and all other proxies in
respect of any Subject Shares and agrees that during the period
commencing on
the date hereof and ending on the Expiration Date, such Stockholder
hereby
irrevocably appoints Parent, Merger Sub or any individual
designated by Parent
or Merger Sub as such Stockholder's agent, attorney-in-fact and
proxy (with full
power of substitution), for and in the name, place and stead of
such
Stockholder, to vote (or cause to be voted) the Subject Shares held
of record by
such Stockholder, in the manner set forth in Section 2.1, at any
meeting of the
stockholders of the Company, however called, or in connection with
any written
consent of the stockholders of the Company. Parent may terminate
this proxy with
respect to any Stockholder at any time at its sole election by
written notice
provided to such Stockholder.
3.2 Each
Stockholder acknowledges that the proxy set forth in this
Section 3 is irrevocable until the Expiration Date, is coupled with
an interest,
and is granted in consideration of Parent and Merger Sub entering
into the
Merger Agreement. Each Stockholder will take such further action or
execute such
other instruments as may be necessary to effectuate the intent of
this proxy
3
<PAGE>
and/or this Agreement. The proxy granted herein is intended to
comply with the
requirements of Section 212 of the DGCL applicable to irrevocable
proxies.
3.3 The vote
of the proxyholder shall control in any conflict
between the vote by the proxyholder of Stockholder's Subject Shares
and a vote
by Stockholder of Stockholder's Subject Shares.
4.
Representations, Warranties and Covenants of Stockholder. Each
Stockholder, severally and not jointly, hereby represents, warrants
and
covenants to Parent as follows:
4.1 (a) Such
Stockholder is the record owner of the Subject
Shares; (b) the Subject Shares set forth opposite his/her name on
Exhibit A
hereto constitute such Stockholder's entire interest in the
outstanding capital
stock and voting securities of the Company as of the date hereof;
(c) the
Subject Shares are, and will be, at all times up until the
Expiration Date, free
and clear of any liens, claims, options, charges, security
interests, proxies,
voting trusts, agreements, rights, understandings or arrangements,
or exercise
of any rights of a stockholder in respect of the Subject Shares or
other
encumbrances; (d) such Stockholder has voting power and the power
of disposition
with respect to all of the Subject Shares set forth opposite
his/her name on
Exhibit A hereto outstanding on the date hereof, and will have
voting power and
power of disposition with respect to all of the Subject Shares
acquired by such
Stockholder after the date hereof; and (e) such Stockholder's
principal
residence or place of business is accurately set forth on Exhibit A
hereto.
4.2 Such
Stockholder has full power
